Exhibit 10.9


 




 





 


FIRST AMENDMENT TO LOAN
AGREEMENT


 


Dated as of February 28, 2007


 


Between


 


ART MORTGAGE BORROWER PROPCO
2006-3 L.P.


 


and


ART MORTGAGE BORROWER OPCO
2006-3 L.P.,


collectively, as Borrower


 


 


and


 


 


CITIGROUP GLOBAL MARKETS
REALTY CORP.,


as Lender


 




 





 

















 


FIRST
AMENDMENT TO LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO
LOAN AGREEMENT (this “Amendment”),
dated as of February 28, 2007 (the “Effective Date”),
by and between CITIGROUP GLOBAL MARKETS REALTY CORP.,
a New York corporation, having an address at 388 Greenwich Street, New York,
New York 10013 (“Lender”), and ART MORTGAGE
BORROWER PROPCO 2006-3 L.P., a Delaware limited partnership (“Propco Borrower”), and ART MORTGAGE BORROWER OPCO
2006-3 LP., a Delaware limited partnership (“Opco
Borrower”, and together with Propco Borrower, individually or
collectively, as the context may require, “Borrower”), each having an
address at 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.


 


WITNESSETH:


 


WHEREAS, Lender and
Borrower entered into a certain Loan Agreement (the “Loan
Agreement”) dated as of December 8, 2006, pursuant to the terms
of which, among other things, Lender agreed to make a loan (the “Loan”) to Borrower in the original stated principal amount
of $325,000,000.00, which Loan is evidenced by that certain Promissory Note
dated of even date with the Loan Agreement made by Borrower in favor of Lender
(the “Original Note”);


 


WHEREAS, the Original
Note, the Loan Agreement and all other documents evidencing, securing or
pertaining to the Loan, as the same may have been and may be further modified
or amended from time to time, are collectively referred to herein as the “Loan Documents”;


 


WHEREAS, Lender and
Borrower desire to split the Original Note into four notes designated as
Promissory Note A-1, in the original stated principal amount of $180,000,000;
Promissory Note A-2, in the original stated principal amount of $50,000,000;
Promissory Note A-3, in the original stated principal amount of $50,000,000;
and Promissory Note A-4, in the original stated principal amount of
$45,000,000, and in furtherance thereof are entering into this Amendment as of
the date hereof;


 


WHEREAS, Promissory
Note A-1, Promissory Note A-2, Promissory Note A-3 and Promissory Note A-4
together shall evidence the original $325,000,000 principal balance of the Loan
and shall replace the Original Note;


 


WHEREAS, in connection
herewith, Borrower, Guarantor and Lender have requested the other to further
amend certain terms of the Loan Agreement as more particularly set forth in
this Amendment.


 


NOW THEREFORE, in
consideration of the foregoing and of other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:


 

















 


I.                                         DEFINITIONS


 


Section 1.1.                                Loan Agreement Definitions.  The following
definition set forth in Section 1.1 of the Loan Agreement is hereby
deleted in its entirety and replaced with the meanings set forth below:


 


“Note”
shall mean, collectively, (a) Note A-1; (b) Note A-2; (c) Note
A-3 and (d) Note A-4 and, if applicable, the Defeased Note and the
Undefeased Note, in each case as the same may be amended, restated, replaced,
supplemented, increased, extended, consolidated or otherwise modified from time
to time.


 


Section 1.2.                                Loan Agreement Definitions. 
The following definitions are herby added to Section 1.1 of the
Loan Agreement:


 


“Note A-1”
shall mean, that certain Promissory Note A-1 of even date herewith in the
original principal amount of One Hundred Eighty Million and No/100 Dollars
($180,000,000.00), made by Borrower in favor of Lender, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time;


 


“Note A-2”
shall mean, that certain Promissory Note A-2 of even date herewith in the
original principal amount of Fifty Million and No/100 Dollars ($50,000,000.00),
made by Borrower in favor of Lender, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


“Note A-3”
shall mean, that certain Promissory Note A-3 of even date herewith in the
original principal amount of Fifty Million and No/100 Dollars ($50,000,000.00),
made by Borrower in favor of Lender, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


“Note A-4”
shall mean, that certain Promissory Note A-4 of even date herewith in the
original principal amount of Forty Five Million and No/100 Dollars
($45,000,000.00), made by Borrower in favor of Lender, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


II.            REAFFIRMATION OF
GUARANTIES


 


Section 2.1.                                In connection with this Amendment,
Guarantor hereby:


 


(i)                                     Consents to and acknowledges this
Amendment and acknowledges and agrees that any and all documents entered into
in connection with the Amendment hereto do not and shall not impair, reduce or
adversely affect the obligations of Guarantor under the Guaranty of Recourse
Obligations (“Guaranty”) and the Environmental
Indemnity.


 


(ii)                                  Acknowledges that the Guaranty and the
Environmental Indemnity and the obligations of Guarantor contained in the
Guaranty and the Environmental Indemnity are continuing and in full force and
effect.


 


2

















 


(iii)                               Acknowledges that this reaffirmation of the Guaranty
and the Environmental Indemnity is for the benefit of Lender.


 


III.           MISCELLANEOUS


 


Section 3.1.                                Except as specifically modified and
amended herein, all other terms, conditions and covenants contained in the Loan
Agreement shall be and remain in full force and effect.


 


Section 3.2.                                All references in the Loan Documents to
the Loan Agreement shall mean the Loan Agreement as hereby modified and
amended.


 


Section 3.3.                                Unless otherwise defined in this Amendment,
terms defined in the Loan Agreement or in any of the other Loan Documents shall
have their defined meanings when used herein.


 


Section 3.4.                                This Amendment may be executed in any
number of counterparts with the same effect as if all parties hereto had signed
the same document.  All such counterparts
shall be construed together and shall constitute one instrument, but in making
proof hereof it shall only be necessary to produce one such counterpart.


 


Section 3.5.                                This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.


 


Section 3.6.                                This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York (without regard
to principles of conflict of laws) and any applicable law of the United States
of America.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their duly authorized
representatives, all as of the day and year first above written.


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIGROUP
  GLOBAL MARKETS REALTY CORP.,

  
	
   

  	
  a
  New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amir Kornblum

  
	
   

  	
  Name:

  	
  Amir Kornblum

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 


[SIGNATURES CONTINUED ON THE NEXT PAGE]


 

















 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART
  MORTGAGE BORROWER PROPCO 2006-3

  
	
   

  	
   

  	
  L.P.,

  
	
   

  	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  Mortgage Borrower Propco GP 2006-3 LLC,

  
	
   

  	
   

  	
   

  	
  a
  Delaware limited liability company, its general

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  First Mezzanine Borrower Propco 2006-3

  
	
   

  	
   

  	
   

  	
  L.P.,
  a Delaware limited partnership, its sole equity

  
	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  First Mezzanine Borrower Propco GP 2006-3

  
	
   

  	
   

  	
   

  	
  LLC,
  a Delaware limited liability company, its

  
	
   

  	
   

  	
   

  	
  general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Americold
  Realty Trust, a Maryland real estate

  
	
   

  	
   

  	
   

  	
   

  	
  investment
  trust, its sole equity member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Neal Rider

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Neal Rider

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
  ART
  MORTGAGE BORROWER OPCO 2006-3 L.P.,

  
	
   

  	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  Mortgage Borrower Opco GP 2006-3 LLC, a

  
	
   

  	
   

  	
   

  	
  Delaware
  limited liability company, its general 

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  First Mezzanine Borrower Opco 2006-3 L.P.,

  
	
   

  	
   

  	
   

  	
  a
  Delaware limited partnership, its sole equity

  
	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  First Mezzanine Borrower Opco GP 2006-3

  
	
   

  	
   

  	
   

  	
  LLC,
  a Delaware limited liability company, its

  
	
   

  	
   

  	
   

  	
  general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Americold
  Logistics, LLC, a Delaware limited

  
	
   

  	
   

  	
   

  	
   

  	
  liability
  company, its sole equity member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Neal Rider

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Neal Rider

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICOLD
  REALTY TRUST,

  
	
   

  	
   

  	
  a
  Maryland real estate investment trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:

  	
  Neal
  Rider

  
	
   

  	
   

  	
  Title:

  	
  President